Belize Directors Requirements

C. Directors

The directors and their numbers in general shall be determined by the subscribers to the memorandum of association. The directors’ names and the number of directors shall be stated and set out in the memorandum of association. The determination of this initial set of directors and the number to be set out in the memorandum of association will be decided by a majority of the subscribers to the memorandum.[1]

(1.) Board of Directors

There is no minimum requirement for the number of directors on a board. The companies act does state that at least two board members should sign the balance sheet presented to auditors. These two board members will represent the board. Then the act states that if two board members do not exist they must be signed by the one director. A director becomes qualified by holding one share of stock within the company.[2]

(2.) Appointment/Resignation

The directors and their numbers in general shall be determined by the subscribers to the memorandum of association. A director becomes qualified by holding one share of stock within the company.[3]

The directors are responsible for all appointments of officers and the recording of these appointments. They must record the names of directors present at meetings of the directors and also any sub-committee meetings of or including directors. They must record the proceedings of the meetings and the resolutions resulting from the meetings of the directors and directors’ committees. These responsibilities are covered under Section 75 of the Companies Act and are considered a requirement for qualification as director. Other explicit requirements include the ownership of one share of the company and a de facto requirement of mental sanity.[4]

Failing to comply with the requirements of Section 75 could result in the disqualification of the director. Other items that could cause the director to be disqualified include: holding an office of profit within the company other than manager or managing director, bankruptcy of the director, a finding of lunacy or unsound mind, and finally if a director participates in a profitable contract with the company excluding contracts of another company with which the director is a member. In such circumstances, the director will not be able to vote on the contract and if a vote is cast with the director, the vote will not count for said director.[5]

(3.) Powers

Other than managing the company appointing officers and getting the company up and running without allowing the debt of the company to increase to a point greater than the total share capital no specific mention of fiduciary powers is indicated within the Companies Act of Belize.[6]

(4.) Third Party Reliance

All acts of a director, a committee of directors or by a person acting as a director shall be valid despite subsequent discovery of any defect in his appointment or disqualification.[7]

(5.) Directors’ Meetings

Meetings of the directors are required on a yearly basis. These meetings in addition to general business or items specified within the articles can include the following items specified in Section 75. The directors are responsible for all appointments of officers and the recording of these appointments. They must record the names of all directors present at meetings of the directors and also any sub-committee meetings of or including directors. They must record the proceedings of the meetings and the resolutions resulting from the meetings of the directors and directors’ committees. These responsibilities are covered under section 75 of the Companies Act and are considered a requirement for qualification as director.[8]

Decisions by the boards shall be decided by the majority. In the case of a tie, the chairman will receive a second vote.[9]